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Southern California Edison Company 2021 GRC
A. 19-08-013
TURN HEARING EXHIBIT
TURN-062
Edison International & Southern California Edison 2019 Joint Proxy Statement EXCERPT
Energy for What’s AheadSM
Edison International & Southern California Edison Company
2019 Joint Proxy StatementNotice of Annual Meeting to be held on Thursday, April 25, 2019
Corporate Governance and Compensation HighlightsEIX BOARD CHARACTERISTICS AND DIVERSITY
BOARD GOVERNANCE
> Independent EIX Board Chair
> Independent Board Committees
> Regular Independent Director Executive Sessions
> Oversight of Key Enterprise Risks, including Cybersecurity
> Oversight of Strategy and Corporate Goals
> Oversight of Environmental, Social and Governance (“ESG”) Issues
> Director Orientation and Continuing Education
> Annual Board and Committee Evaluations
> Annual CEO Succession Planning
> Director Retirement at Age 72
SHAREHOLDER RIGHTS
> Annual Election of Directors
> Majority Voting for Directors in Uncontested Elections
> 10% of Shareholders May Call Special Meetings
> Shareholders May Act By Written Consent
> Annual Advisory Vote on Executive Compensation
> Proxy Access with Standard Terms
EXECUTIVE COMPENSATION
> Majority of Executive Compensation “At Risk” and Aligned with Shareholder Interests
> Annual Incentives Based Mostly on Quantitative Targets
> Incentive Compensation Clawback Policy
> Anti-Hedging and Anti-Pledging Policies
> Stock Ownership Guidelines for Directors and Officers
> No Employment Contracts
> No Perquisites
> No Excise Tax Gross-Ups on Change in Control Payments
> No Repricing or Cash Buyouts of Stock Options Below Market Value of EIX Common Stock
2018 MEETINGS
> 8 Board Meetings
> 6 Independent Director Executive Sessions
> 9 Governance Committee Meetings
> All Directors Attended at least 90% of Board and Committee Meetings
> All Directors Attended the Annual Meeting
> 92% Shareholder Support for Executive Compensation
12 Total Directors
INDEPENDENCE
11 are Independent
DIVERSITY
4 are Female
4 are Ethnically Diverse
1 Self-Identifies as LGBT
AGE
60.7 YEARSAverage Age
TENURE
4.6 YEARSAverage Tenure
EXPERIENCE, SKILLS AND ATTRIBUTES ON THE BOARD
> Operations and Strategic Planning
> Utility Industry and Regulation
> Risk Oversight and Management
> Marketing and Customer Acquisition
> Corporate Finance and Capital Management
> Accounting and Financial Reporting
> Technology and Innovation
> Safety and Security (including Cybersecurity)
> Legal, Government and Public Policy
> Environmental Regulation and Policy
> Engineering and Science
> Public Company CEO and Board Service
> SCE Market/Customer Perspective
3www.edison.com
PROXY SUMMARY